Exhibit 4.2


THE SHARES OFFERED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SHARES ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO
REGISTRATION OR AN EXEMPTION THEREFROM. THE SHARES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED
THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING
MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. 


SUBSCRIPTION
AGREEMENT


                 
   
        
                      June
XX, 2008


SecureCare
Technologies, Inc.
1617 W. 6th Street

Suite C

Austin, Texas 78703


Attention: Neil
Burley, Chief Financial Officer


                         Re:     Purchase
of Notes and Common Stock 


Gentlemen:


          SecureCARE
Technologies, Inc., a Nevada corporation (hereinafter referred to as “SCUC” or
the “Company”) is offering to a limited number of investors (“Investors”), who
are accredited investors, as hereinafter defined, an aggregate of up to Five
Hundred Thousand ($500,000) Dollars Principal Amount of 6% Unsecured Notes due
December 31, 2008 (subject to extension at the option of the Company to
December 31, 2009 with interest at 9% during any such extension period (the
“Notes”) and up to Two Hundred Thousand(200,000) shares (the “Shares”) of its
Common Stock, par value $.001 per share (the “Common Stock” or “Shares”). The
Notes will be offered at their face value and for each $2.50 principal amount
of Note purchased, the Investor will receive one share of Common Stock. The
Notes are identical to a series of promissory notes aggregating $1,500,000
previously purchased by investors from June 1, 2007 to April 25, 2008 (the
“First Series of Notes”).


          The
Company intends to offer the Notes and Common Stock (the “Offering”) from time
to time through August 31, 2008 with no minimum sales required, and may
determine to withdraw, limit or extend the offering at any time. SCUC has
furnished the undersigned with the information set forth in this Subscription
Agreement and in Section 2(a) below.






          1.
Subscription. Subject to the terms and conditions of
this Subscription Agreement, the undersigned hereby tenders this subscription
and check in the amount set forth at the foot of this agreement to acquire the
principal amount of Notes set forth at the foot of this agreement. The Investor
shall, upon purchase of his Note, also receive one share of Common Stock for
each $2.50 of principal amount of Note purchased. Upon the acceptance and payment
of the purchase price, Notes and certificates for Common Stock Shares shall be
issued to the Investors. Acceptance shall take place within thirty (30)
business days after receipt of the signed Subscription Agreement and receipt of
a check or other cleared funds for the purchase price. The sale hereby is not
conditioned upon receipt of a minimal amount of proceeds.


          2.
Acknowledgments. The undersigned acknowledges that the
undersigned has had the opportunity to review the following documents and has
made such review as the undersigned has deemed appropriate:


	
 

	
 


	
 

	
          All
 documents filed by the Company with the Securities and Exchange Commission of
 the United States of America and is particularly aware of the Company’s
 current cash needs, the risk factors set forth in its Form 10-KSB for the
 year ended December 31, 2007, the Company’s history of bankruptcy and that an
 investment in the Company is an extremely high risk investment. The Investor
 has read the Company’s Information Statement and Form 8-K with respect to its
 one for 200 reverse split of its Common Stock (the “Reverse Stock Split”).








	
 

	
 

	
 


	
 

	
3.

	
Investment Representations.





                    (a)          Investment
Intent. The undersigned represents that the undersigned is acquiring the
Note and Shares to be purchased hereby for investment only and not with a view
to, or for sale in connection with, any distribution thereof nor with any
present intention to sell such Note or Shares, except in compliance with the
Act. The Company has no obligation to register the Shares under the Act and
does not intend to do so. Since the Reverse Stock Split there has been an
extremely limited trading market for the Shares and no active market may ever
develop. The Notes and the certificates for the Shares will bear the following
legend or a legend similar thereto:


The securities represented by this
certificate have not been registered under the Securities Act of 1933, as
amended, and may not be sold, transferred, pledged, hypothecated, or otherwise
disposed of in the absence of (i) an effective registration statement for such
securities under such act or (ii) an opinion of company counsel that such
registration is not required.


                    (b)          Transfer
Limited. The undersigned further acknowledges that the Notes and Shares to
be purchased hereby will have been issued pursuant to an exemption from
registration under the Act and the rules and regulations promulgated thereunder
and agrees not to sell or otherwise transfer or dispose of the Note or the
Shares in any transaction which, in the reasonable opinion of the Company’s
counsel, would be in violation of the Act.






                    (c)          Experience.
The undersigned represents and warrants that the undersigned has such knowledge
and experience in financial and business matters that the Purchaser is and will
be capable of evaluating the risks and merits of an investment in the Notes and
Shares to be purchased hereby and that the Purchaser is able to bear the
economic risks, including total loss, of investing in the Notes and Shares.


                    (d)          No
Filing. The undersigned understands that no federal or state agency has
passed upon the Notes and Shares or made any findings or determination as to
the fairness of this investment.


          4.          Information
with Respect to the Undersigned. The undersigned
represents the following information is true and correct:


	
 

	
 

	
 


	
Name of
 Purchaser:

	
(1) _____________________________


	
 

	
 

	
          (Print
 Name)


	
 

	
 

	
 


	
 

	
(2) _____________________________


	
 

	
 

	
          (Print
 Name)


	
 

	
 

	
 


	
Mailing
 Address:

	
 

	
 


	
 

	
     _____________________________


	
 

	
 

	
          (Name
 of Addressee)


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
     _____________________________


	
 

	
 

	
          (Number
 and Street)








	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
______________

	
 

	
______________

	
 

	
______________


	
 

	
City

	
 

	
   State

	
 

	
 Zip Code





Facsimile No
(Optional): ________________________________


	
 

	
 


	
Social
 Security and/or

	
 


	
taxpayer
 identification

	
 


	
number(s):

	
(1)
 ________________________________


	
 

	
 


	
 

	
(2)
 ________________________________





Ownership Form
(check one):


	
 

	
 

	
 


	
 

	
___

	
 Individual


	
 

	
 

	
 


	
 

	
___

	
 Joint
 Tenancy


	
 

	
 

	
 


	
 

	
___

	
 Community
 property


	
 

	
 

	
 


	
 

	
___

	
 Tenancy-in-common





          5.
Copies of Notices. Copies of all notices or other
communications to be given or made hereunder will be transmitted to purchaser
at its above mailing address. 






          6.
Accredited Investor. The undersigned represent(s) and
warrant(s) that I am (we are) “accredited investor(s)” as that term is defined
in Rule 501 of Regulation D promulgated by the Securities and Exchange
Commission pursuant to the Act as set forth below. (Initial the appropriate
category of accredited investor that each person satisfies and, in the case of
joint or partnership ownership, indicate which person the initialed category is
applicable to):


	
 

	
 

	
 

	
 

	
 


	
 

	
_____

	
 

	
(1)          
 Such investor is a natural person who had individual income (excluding income
 of such investor’s spouse) in excess of $200,000 in each of 2005 and 2006 or
 joint income with such investor’s spouse in excess of $300,000 in each of
 those years and reasonably expects to reach the same income level in 2007
 (for purposes hereof, individual income being defined as adjusted gross
 income, without taking into account: (a) any deductions for long-term capital
 gains under § 1202 of the Internal Revenue Code of 1986, as presently amended
 (the “Code”); (b) any depletion deductions under Code § 611 et seq.; (c) any
 exclusion for interest under Code § 103; or (d) any partnership losses
 allocated to such Investor as reported on Schedule E of his Form 1040 or any
 successor form);


	
 

	
 

	
 

	
 


	
 

	
_____

	
 

	
(2)          Such
 investor is a natural person whose net worth at the time of purchase, either
 individually or jointly with such Investor’s spouse, exceeds $1,000,000
 (including such investor’s home, home furnishings and automobiles);


	
 

	
 

	
 

	
 


	
 

	
_____

	
 

	
(3)          Such
 investor is a trust, not formed for the specific purpose of acquiring the
 securities offered, with total assets in excess of $5,000,000 whose purchase
 is directed by a sophisticated person as described in Rule 506(b)(2)(ii)
 under the Act;


	
 

	
 

	
 

	
 


	
 

	
_____

	
 

	
(4)          Such
 investor is a corporation, partnership, trust or other entity in which all of
 the equity owners are Accredited Investors; or


	
 

	
 

	
 

	
 


	
 

	
_____

	
 

	
(5)          Other
 (details below).









          7.
Tax Consequences. No effort has been made to provide
any advice as to the federal, state or local income tax consequences of my
investment in the Notes and Shares. I have been advised to seek my own
independent advice as to the tax consequences of an investment in the Notes and
Shares.


          8.
Survival and Indemnification. The undersigned agree(s)
that the representations contained herein shall survive the purchase of the
Notes and Shares and that he (they) will indemnify and hold harmless SCUI from
and against loss, damage or liability arising from a claim of or action
instituted by a third party including any governmental or regulatory body
investigation, or proceeding arising from a breach of any representation or
material misrepresentation of the undersigned contained herein. The indemnities
provided herein shall not be deemed exclusive remedies but are in addition to
all other rights and remedies available to either or both of the parties
pursuant to this Agreement. 






          9.
Miscellaneous. 


          In
the event that any one or more of the provisions contained herein, or the
application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be in any way impaired thereby,
it being intended that all of the rights and privileges shall be enforceable to
the fullest extent permitted by law. 


          This
Agreement is intended by the parties as a final expression of their agreement
and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein. There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein and therein. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter. This Agreement may only be modified in writing
signed by the undersigned and SCUC. 


          This
Agreement shall be construed and enforced in accordance with, and the rights of
the parties shall be governed by, the laws of the State of Texas applicable to
agreements made and to be performed entirely within such State.


          IN
WITNESS WHEREOF, the undersigned have executed this
Subscription Agreement as of the day and year first above written.


          (1)
______________________________________


          (2)
______________________________________


Amount
Subscribed for:


$__________________________
Principal amount of Notes


          The
foregoing subscription is hereby accepted by SecureCare Technologies, Inc., as
of the __day of ______________ , 2008.


	
 

	
 

	
 


	
 

	
SecureCare Technologies, Inc.


	
 

	
(a Nevada
 Corporation)


	
 

	
 


	
 

	
By:


	
 

	
 

	



	
 

	
      Neil Burley,
 Chief Financial Officer